Exhibit 4.7 


 


RENNOVA HEALTH, INC. 


 


CERTIFICATE OF DESIGNATION OF PREFERENCES,



RIGHTS AND LIMITATIONS 


OF 


SERIES C CONVERTIBLE PREFERRED STOCK



 


PURSUANT TO SECTION 151 OF THE


DELAWARE GENERAL CORPORATION LAW


 


The undersigned, [ ], do hereby certify that:


 


1. They are the[ ], respectively, of Rennova Health, Inc., a
Delaware corporation (the “Corporation”).


 


2. The Corporation is authorized to issue 5,000,000 shares of
preferred stock, of which [ ] shares have been issued.


 


3. The following resolutions were duly adopted by the board
of directors of the Corporation (the “Board of Directors”):


 


WHEREAS, the certificate of incorporation of the
Corporation provides for a class of its authorized stock known as preferred stock, consisting of 5,000,000 shares, $.01  par
value per share, issuable from time to time in one or more series;


 


WHEREAS, the Board of Directors is authorized to fix the dividend
rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly
unissued series of preferred stock and the number of shares constituting any series and the designation thereof, of any of them;
and


 


WHEREAS, it is the desire of the Board of Directors,
pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series
of the preferred stock, which shall consist of, except as otherwise set forth in the Underwriting Agreement (as defined herein), [ ]
shares of the preferred stock which the Corporation has the authority to issue, as follows:


 


NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors
does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property
and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred
stock as follows:


 


TERMS OF PREFERRED STOCK 


 


Section 1. Definitions. For the purposes
hereof, the following terms shall have the following meanings:


 


“Affiliate” means any Person that, directly
or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such
terms are used in and construed under Rule 405 of the Securities Act.


 


“Alternate Consideration” shall have the
meaning set forth in Section 7(e).


 


“Beneficial Ownership Limitation” shall have
the meaning set forth in Section 6(d).


 


“Business Day” means any day except any Saturday,
any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State
of New York are authorized or required by law or other governmental action to close.


 


“Buy-In” shall have the meaning set forth
in Section 6(c)(iv).


 


“Closing” means the closing of the purchase
and sale of the Securities pursuant to Section [ ] of the Underwriting Agreement.


 






    	 	 	 



     

    

 


“Closing Date” shall have the
meaning in the Underwriting Agreement. 


 


“Commission” means the United States Securities
and Exchange Commission.


 


“Common Stock” means the Corporation’s
common stock, par value $0.01 per share, and stock of any other class of securities into which such securities may hereafter be
reclassified or changed.


 


“Common Stock Equivalents” means any securities
of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without
limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Conversion Amount” means the sum of the
Stated Value at issue.


 


“Conversion Date” shall have the meaning
set forth in Section 6(a).


 


“Conversion Price” shall have the meaning
set forth in Section 6(b).


 


“Conversion Shares” means, collectively,
the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Fundamental Transaction” shall have the
meaning set forth in Section 7(e).


 


“GAAP” means United States generally accepted
accounting principles.


 


“Holder” shall have the meaning given such
term in Section 2.


 


“Junior Securities” means the Common Stock
and all other Common Stock Equivalents of the Corporation other than those securities which are explicitly senior or pari
passu to the Preferred Stock in dividend rights or liquidation preference.


 


“Liquidation” shall have the meaning set
forth in Section 5.


 


“New York Courts” shall have the meaning
set forth in Section 8(d).


 


“Notice of Conversion” shall have the meaning
set forth in Section 6(a).


 


“Original Issue Date” means the date of the
first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred
Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock.


 


“Person” means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.


 


“Preferred Stock” shall have the meaning
set forth in Section 2.


 


“Securities” means the Shares, Preferred
Stock, the Warrants, the Warrant Shares and the Underlying Shares.


 


“Securities Act” means the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder.


 






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“Shares” means the shares of Common Stock
issued or issuable to each purchaser party to the Underwriting Agreement on the Closing Date.


 


“Share Delivery Date” shall have the meaning
set forth in Section 6(c).


 


“Stated Value” shall have the meaning set
forth in Section 2, as the same may be increased pursuant to Section 3.


 


“Subsidiary” means any subsidiary of
the Corporation as set forth on Schedule [ ] of the Underwriting Agreement and shall, where applicable, also
include any direct or indirect subsidiary of the Corporation formed or acquired after the date of the Underwriting
Agreement.


 


“Successor Entity” shall have the meaning
set forth in Section 7(e).


 


“Trading Day” means a day on which the principal
Trading Market is open for business.


 


“Trading Market” means any of the following
markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq
Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any
of the foregoing).


 


“Transaction Documents” means this
Certificate of Designation, the Underwriting Agreement, the Warrants, all exhibits and schedules
thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated pursuant
to the Underwriting Agreement.


 


“Transfer Agent” means
[ ], and any successor transfer agent of the Corporation.


 


“Underlying Shares” means the shares of Common
Stock issued and issuable upon conversion of the Preferred Stock and upon exercise of the Warrants.


 


“Underwriting Agreement” means
that certain Underwriting Agreement by and between Aegis Capital Corp., as representative of the several underwriters named
therein, and Rennova Health, Inc.


 


“VWAP” means, for any date, the price determined
by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common
Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink
Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a
share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest
of the Securities then outstanding and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by
the Corporation.


 


“Warrants” means, collectively, the
Common Stock purchase warrants delivered to the Holder at the Closing in accordance with Section [ ] of the Underwriting
Agreement, which Warrants shall be exercisable immediately and have a term of exercise equal to five years from the date of
initial exercise, in the form of Exhibit C attached to the Underwriting Agreement.


 


“Warrant Shares” means the shares of Common
Stock issuable upon exercise of the Warrants.


 


Section 2. Designation, Amount and Par
Value. The series of preferred stock shall be designated as its Series   C Convertible Preferred Stock (the
“Preferred Stock”) and the number of shares so designated shall be up to $[ ] (which shall not be subject
to increase without the written consent of all of the holders of the Preferred Stock (each, a “Holder” and
collectively, the “Holders”)). Each share of Preferred Stock shall have a par value of $0.01 per share and
a stated value equal to $1,000, subject to increase set forth in Section 3 below (the “Stated
Value”).


 


Section 3. Dividends. Except for stock dividends
or distributions for which adjustments are to be made pursuant to Section 7, Holders shall be entitled to receive, and the
Corporation shall pay, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the
same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common
Stock. No other dividends shall be paid on shares of Preferred Stock.


 






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Section 4. Voting Rights. Except as otherwise
provided herein or as otherwise required by law, the Preferred Stock shall have no voting rights. However, as long as any shares
of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the
then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the
Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter
documents in any manner that materially adversely affects any rights of the Holders, (c) increase the number of authorized
shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.


 


Section 5. Liquidation. Upon any liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders
shall (i) first be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to
$0.01 for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities
and (ii) then be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that
a holder of Common Stock would receive if the Preferred Stock were fully converted (disregarding for such purposes any conversion
limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock. The
Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein,
to each Holder.


 


Section 6. Conversion.


 


a) Conversions at Option of Holder. Each share of Preferred
Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder
thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 6(d)) determined by dividing
the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation
with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice
of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned
prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date
on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile
such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified
in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered
hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion
shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall
not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the
shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing
such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common
Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.


 


b) Conversion Price. The conversion price for the Preferred
Stock shall equal $[ ], subject to adjustment herein (the “Conversion Price”).


 


c) Mechanics of Conversion


 


i. Delivery of Conversion Shares Upon Conversion. Not
later than three (3) Trading Days after each Conversion Date (the “Share Delivery Date”), the Corporation
shall deliver, or cause to be delivered, to the converting Holder (A) the number of Conversion Shares being acquired upon
the conversion of the Preferred Stock, which Conversion Shares shall be free of restrictive legends and trading restrictions and
(B) a bank check in the amount of accrued and unpaid dividends. The Corporation shall deliver the Conversion Shares electronically
through the Depository Trust Company or another established clearing corporation performing similar functions.


 


ii. Failure to Deliver Conversion Shares. If, in the
case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share
Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt
of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return to the Holder any original
Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the Conversion
Shares issued to such Holder pursuant to the rescinded Conversion Notice.


 






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iii. Obligation Absolute. The Corporation’s obligation
to issue and deliver the Conversion Shares upon conversion of Preferred Stock in accordance with the terms hereof are absolute
and unconditional, irrespective of any action or inaction by a Holder to enforce the same, any waiver or consent with respect to
any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other Person of any obligation to
the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance of such
Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any
such action that the Corporation may have against such Holder. In the event a Holder shall elect to convert any or all of the Stated
Value of its Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or anyone associated
or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction
from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Preferred Stock of such Holder
shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150%
of the Stated Value of Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion
of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it
obtains judgment. In the absence of such injunction, the Corporation shall issue Conversion Shares and, if applicable, cash, upon
a properly noticed conversion. If the Corporation fails to deliver to a Holder such Conversion Shares pursuant to Section 6(c)(i)
on the second Trading Day after the Share Delivery Date applicable to such conversion, the Corporation shall pay to such Holder,
in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of Preferred Stock being converted, $25 per
Trading Day (increasing to $50 per Trading Day on the third Trading Day and increasing to $100 per Trading Day on the sixth Trading
Day after such damages begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until
such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue
actual damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein and such Holder
shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to enforce
damages pursuant to any other Section hereof or under applicable law.


 


iv. Compensation for Buy-In on Failure to Timely Deliver
Conversion Shares Upon Conversion. In addition to any other rights available to the Holder, if the Corporation fails for any
reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date pursuant to Section 6(c)(i), and
if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise),
or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder
of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a
“Buy-In”), then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies
available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including
any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares
of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price
at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at
the option of such Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of Preferred
Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number
of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under
Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover
a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual sale price of the
Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause
(A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide
the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the
Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Corporation’s failure to timely deliver Conversion Shares upon conversion of the shares of Preferred
Stock as required pursuant to the terms hereof.


 






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v. Reservation of Shares Issuable Upon Conversion. The
Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common
Stock for the sole purpose of issuance upon conversion of the Preferred Stock as herein provided, free from preemptive rights or
any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Preferred Stock), not
less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Underwriting
Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then
outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall,
upon issue, be duly authorized, validly issued, fully paid and nonassessable.


 


vi. Fractional Shares. No fractional shares or scrip
representing fractional shares shall be issued upon the conversion of the Preferred Stock. As to any fraction of a share which
the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall at its election, either pay a cash
adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up
to the next whole share.


 


vii. Transfer Taxes and Expenses. The issuance of Conversion
Shares on conversion of this Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes
that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Corporation shall not be required
to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares
upon conversion in a name other than that of the Holders of such shares of Preferred Stock and the Corporation shall not be required
to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid
to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been
paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees
to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Conversion Shares.


 


d) Beneficial Ownership Limitation. The Corporation
shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred
Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder
(together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s
Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such
Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion
of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common
Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned
by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation
contained herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by such Holder or any
of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether
the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution
Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission
of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may
be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how
many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance
with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion
that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no
obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s
most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement
by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number
of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation
shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In
any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since
the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred
Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock
held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership
Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to
such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than
in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of Preferred Stock.


 






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Section 7. Certain Adjustments.


 


a) Stock Dividends and Stock Splits. If the Corporation,
at any time while this Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions
payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, this Preferred
Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the
event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion
Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury
shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares
of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b) RESERVED.


 


c) Subsequent Rights Offerings. In addition to any adjustments
pursuant to Section 7(a) above, if at any time the Corporation grants, issues or sells any Common Stock Equivalents or rights
to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock
(the “Purchase Rights”), then the Holder of will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided,
however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent
(or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right
to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the
Holder exceeding the Beneficial Ownership Limitation).


 






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d) Pro Rata Distributions. During such time as this Preferred
Stock is outstanding, if the Corporation declares or makes any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any
distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the
issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Preferred Stock (without regard to any limitations on conversion hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in
such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if
ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


e) Fundamental Transaction. If, at any time while this
Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any
merger or consolidation of the Corporation with or into another Person, (ii) the Corporation, directly or indirectly, effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other
business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Preferred
Stock, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 6(d) on the
conversion of this Preferred Stock), the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation,
if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Preferred Stock
is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(d) on the
conversion of this Preferred Stock). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock
following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation
or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions
and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to
convert such preferred stock into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental Transaction in which the
Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the
Corporation under this Certificate of Designation and the other Transaction Documents in
accordance with the provisions of this Section 7(e) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option
of the holder of this Preferred Stock, deliver to the Holder in exchange for this Preferred Stock a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Preferred Stock which is convertible for
a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common
Stock acquirable and receivable upon conversion of this Preferred Stock (without regard to any limitations on the conversion of
this Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder
to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being
for the purpose of protecting the economic value of this Preferred Stock immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Certificate of Designation and the other Transaction Documents referring to the “Corporation”
shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of
the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents with the same effect
as if such Successor Entity had been named as the Corporation herein.


 






    	 	8	 



     

    

  


f) Calculations. All calculations under this Section 7
shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 7, the
number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares
of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.


 


g) Notice to the Holders.


 


i. Adjustment to Conversion Price. Whenever the Conversion
Price is adjusted pursuant to any provision of this Section 7, the Corporation shall promptly deliver to each Holder a notice
setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice to Allow Conversion by Holder. If (A) the
Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation
shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation shall authorize
the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer
of all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or
agency maintained for the purpose of conversion of this Preferred Stock, and shall cause to be delivered to each Holder at its
last address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery
thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice
provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries,
the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder
shall remain entitled to convert the Conversion Amount of this Preferred Stock (or any part hereof) during the 20-day period commencing
on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly
set forth herein.


 






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Section 8. Miscellaneous.


 


a) Notices. Any and all notices or other communications
or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing
and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation,
at [ ], or such other facsimile number, e-mail address or address as the Corporation may specify for such purposes by notice to
the Holders delivered in accordance with this Section 8. Any and all notices or other communications or deliveries to be provided
by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight
courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation,
or if no such facsimile number or address appears on the books of the Corporation, at the principal place of business of such Holder,
as set forth in the Underwriting Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the
date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading
Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt
by the party to whom such notice is required to be given.


 


b) Absolute Obligation. Except as expressly provided
herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute
and unconditional, to pay liquidated damages and accrued dividends, as applicable, on the shares of Preferred Stock at the time,
place, and rate, and in the coin or currency, herein prescribed.


 


c) Lost or Mutilated Preferred Stock Certificate. If
a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost,
stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed, but
only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory
to the Corporation.


 


d) Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in
accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each
party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated
by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough
of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other
manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or
the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Certificate
of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 






    	 	10	 



     

    

 


e) Waiver. Any waiver by the Corporation or a Holder
of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders.
The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one
or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist
upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the
Corporation or a Holder must be in writing.


 


f) Severability. If any provision of this Certificate
of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and
if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law
governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest
permitted under applicable law.


 


g) Next Business Day. Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.


 


h) Headings. The headings contained herein are for convenience
only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions
hereof.


 


i) Status of Converted or Redeemed Preferred Stock. Shares
of Preferred Stock may only be issued pursuant to the Underwriting Agreement. If any shares of Preferred Stock shall be converted,
redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock
and shall no longer be designated as Series C Convertible Preferred Stock.


 


*********************


 


 


 


 


 


 


 


 






    	 	11	 



     

    

 


RESOLVED, FURTHER, that the Chairman, the president or any vice-president,
and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and
file this Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the
provisions of Delaware law.


 


IN WITNESS WHEREOF, the undersigned have executed this Certificate
this __ day of December, 2015.


 


	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 	 	Name:	 	 
	 	 	Title:	 	 	 	 	 	Title:	 	 


 






    	 	12	 



     

    

 


ANNEX A 


 


NOTICE OF CONVERSION


 


(TO BE EXECUTED BY THE REGISTERED HOLDER
IN ORDER TO CONVERT SHARES OF PREFERRED STOCK)


 


The undersigned hereby elects to
convert the number of shares of Series C Convertible Preferred Stock indicated below into shares of common stock, par
value $0.01 per share (the “Common Stock”), of Rennova Health, Inc., a Delaware corporation (the
“Corporation”), according to the conditions hereof, as of the date written below. If shares of Common
Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation
in accordance with the Underwriting Agreement. No fee will be charged to the Holders for any conversion, except for any such
transfer taxes.


 


Conversion calculations:


 


	Date to Effect Conversion:	 	 
		 	
 




 


	 	 	 
	Number of shares of Preferred Stock owned prior to Conversion:	 
		 	
 




 


	 	 	 
	Number of shares of Preferred Stock to be Converted:	 
		 	
 




 


	 	 	 
	Stated Value of shares of Preferred Stock to be Converted:	 
		 	
 




 


	 	 	 
	Number of shares of Common Stock to be Issued:	 
		 	
 




 


	 	 	 
	Applicable Conversion Price:	 
		 	
 




 


	 	 	 
	Number of shares of Preferred Stock subsequent to Conversion:	 
		 	
 




 


	 	 	 
	 
	Address for Delivery:                                          
	or	 	 
	DWAC Instructions:
	Broker no:                     
	Account no:                     


 


	 	 	 	 
	 	[HOLDER]
	 	 	 
	 	By:	 	

	 	 	 	Name:
	 	 	 	Title:


 






    	 	13